Bill 100 (Legislature 14, Session 1)

L14 S1 5990

Alberta — Bills

No. 100 1st Session, 14th Legislature, Alberta 8 Elizabeth II BILL 100 A Bill respecting Trust Companies HON. MR. PATRICK PrInted by L. S. WALL, Printer to the Queen's Most Excellent Majesty. Edmonton, Alberta, 1960

Explanatory Note This Bill would enact a new Act to be entitled The Trust Companies Act, 19,60, which will replace the present

chapter 345 of the Revised Statutes. . The new Act would be much more extensive and complete in regulating trust companies in Alberta. It provides,as does the present Act, for incorporation of provincial trust companies by special Act (but provides a Model Bill therefor); for the office of a Registrar of Trust Companies; and for the amalgamation of trust companies. Thereafter, the new Act goes into much greater detail as to the internal management of trust companies, powers thereof, types of investment aUowed, and generally the regulatory and control powers of the Registrar with respect to registration and registered trust companies doing business in Alberta. I.

Short title. 2.

Definitions.

BILL No. 100 of 1960

An Act respecting Trust Companies (Assented to , 1960) HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Alberta, enacts as follows: 1. This Act may be cited as liThe Trust Companies Act, 1960".

Definitions 2.

In this Act, (a) "by-law" in reference to provincial companies in corporated otherwise than by special Act includes articles of association where that meaning can apply without conflict with The Companies Act; (b) "chief agency" means the principal office or place of business in Alberta of a company that has its head office out of Alberta; (c) "company" means a trust company_; (d) "extra-provincial company" means a trust com pany incorporated otherwise than by or under the laws of the Province; (e) "head office" means the place where the chief executive officers of the company transact its busi ness; (I) "Minister" means that member of the Executive Counci1 charged with the administration of this Act; (g) "paid-up", when applied to any share, means a share on which there remains no liability, actual or contingent, to the issuing company; (h) "prescribed" means prescribed by the regulations; (i) "provincial company" means a trust company in corporated by or under the laws of the Province; (j) "real estate" includes lands, rents and heredita ments, whether freehold or of any other tenure and whether corporeal or incorporeal, and leasehold estates, and any undivided share thereof, and any estate, right or interest therein; (k) "registered trust company" means a company reg istered under this Act; (l) "Registrar" means the Registrar of Trust Com panies appointed under this Act;

2 3. Application of Act. 4. Incor;poration. s. Corporate powers. 6. Provisional directors. 7. Organization of company by provisional directors.

2 (m) "special Act" means the Act of the Legislature that incorporated the company; (n) "trust company" means a company constituted or operated for the purpose of acting as trustee, bailee, agent, executor, administrator, receiver, liquidator, assignee, guardian of a minor's estate, or committee of a mentally incompetent person's estate.

PART I TRUST COMPANIES DIVISION A 3.

(1) This Act applies to every trust conlpany within the meaning of this Act.

(2) Sections 4 to 54, except sections 25 and 41, apply only to provincial companies.

(3) With respect to every provincial company formed or incorporated before the commencement of this Act, the provisions of this Act supersede and prevail over any provision of its memorandum and articles of associ ation, if any, and any provision of its special Act or other Act of the Legislature, or ordinance of the Northwest Ter ritories, under which or pursuant to which it was incor porated, that is inconsistent or in conflict with this Act. Incorporation and Organization 4.

(1) No trust company shall be incorporated in the Province otherwise than by

an Act of the Legislature.

(2) The capital stock of every trust company incorpor ated after the commencement of this Act, the name of the trust company, the place where its head office is to be situated, the name, place of residence and occupation of each of the provisional directors, shall be declared in the Act of incorporation of every such trust company. 5.

(1) A trust company incorporated by Act in the Form set forth in the

Schedule is a body corporate by the name contained in its Act of incorporation, capable of exercising all the functions of an incorporated company.

(2) Every such trust company is vested with all the powers, privileges and immunities and is subject to all the liabilities and provisions set forth in this Act. 6. The number of provisional directors shall be not less than five, a majority of whom constitutes a quorum. 7.

(1) The provisional directors may, after giving notice thereof by advertisement in one or more newspapers

3 8. Moneys on shares. 9. Term of office of provisional directors. 10. Capital stock requirement. 11. QualiflcaHon of voters. 12. Duties of shareholders at statutory meeting. 13. Registration and commencement of business. 14. Particulars in application.

3 published at the place where the head office of the company is situate and in The Alberta Gazette, open stock books, procure subscriptions of stock, make calls in respect of shares not fully paid up, and do generally whatever may be necessary to organize the company.

(2) Not less than thirty days' notice shall be given of any call, and any notice of call may be effectually given by sending the notice by registered letter to the latest known address of each shareholder as contained in the books of the company. 8. Subject to

section 47, the provisional directors may, if they think fit, receive from any shareholder willing to advance the same all or any part of the money due upon the shares held by him beyond the sums actually called for. 9.. The provisional directors hold office until directors are elected by the shareholders qualified as hereinafter provided. 10.

As soon as not less than two hundred and fifty thousand dollars of the capital stock have been bona fide subscribed by at least twenty-five subscribers for the shares of the company, the provisional directors may call a general meeting of the shareholders, herein called the "statutory meeting", to be held at the place named in the Act of in corporation as the head office of the company. 11. At the statutory meeting only a shareholder who has paid in cash not less than ten per cent of the amount of the shares subscribed for by him is qualified to vote. 12.

(1) The shareholders so qualified shall, at the statu tory meeting, (

a) determine the day upon which the annual general meeting of the company is to be held, (

b) elect such number of directors duly qualified under this Act as they think necessary, but not less than five nor more than twenty, a majority of whom constitutes a quorum, except that when the number exceeds thirteen the quorum is seven, and (

c) appoint an auditor or auditors to hold office until the first annual general meeting.

(2) Upon the election of directors the functions of the provisional directors cease. 13. The company shall not commence business by exer cising any of the powers set forth in

section 63 unless it has been registered pursuant to this Act. 14.

(1) No application for registration shall be made under this Act and no registration shall be made until it has been shown to the satisfaction of the Minister by affidavit or otherwise that

4 15. Prohibited registrations.

4 (

a) the board of directors has been duly elected, (

b) not less than two hundred and fifty thousand dollars of capital stock have been bona fide sub scribed and paid in cash, (

c) not less than twenty-five persons have subscribed to shares of the company and paid in cash not less in each case than ten per cent of the amount of stock subscribed for by each, (

d) the company has at its credit in a chartered bank or treasury branch a sum not less than two hundred and fifty thousand dollars paid in by shareholders on account of their subscriptions in excess of any and all liabilities of the company in connection with or arising out of the incorporation, procuring of subscriptions, organization or otherwise, (

e) all other requirements of this Act antecedent to registration have been complied with, and (

I) the expenses of incorporation and organization are reasonable.

(2) The particulars of all liabilities of the company shall be disclosed to the Minister at the time the application for registration is made.

(3) This

section applies to every trust company in corporated at any time within the two years immediately preceding the commencement of this Act and not registered under The Trust Companies Act and to every trust com pany incorporated after the commencement of this Act. 1'5.

(1) Subject to

section 147, no registration shall be made under this Act of a trust company heretofore incor porated by or under the laws of the Province unless the company was registered, otherwise than as an inactive trust company under The Trust Companies Act, at the commencement of this Act, or unless the company was incorporated at any time within the two years immediately preceding the commencement of this Act.

(2) Unless application for registration is made within two years after its incorporation or within such extended period not exceeding one year as the Lieutenant Governor in Council allows, but subject to

section 147, a provincial company incorporated within two years before the com mencement of this Act or hereafter incorporated shall not be registered under this Act.

(3) Where a provincial company is unable to obtain registration under this Act because of the provisions of subsection (1) or (2), the company's incorporation there upon ceases to be in force except (

a) for the purpose of winding up the affairs of the company and returning to the subscribers the amounts paid by them upon the subscribed stock or so much thereof as they may be entitled to, or (

b) for the purpose of carrying on a business author-

5 16. Annual meeting of shareholders. 17. Special general meeting of shareholders.

5 ized to be carried on by the company under its special Act or pursuant to a general Act under or pursuant to which it was incorporated and its memorandum of association and not being the busi ness of acting as trustee, bailee, agent, executor, administrator, receiver, liquidator, assignee, guard ian of a minor's estate, or committee of a mentally incompetent person's estate.

(4) If a provincial company at any time for two con secutive years does not use its corporate powers for the purposes set forth in its special Act or memorandum of association to engage in the actual and bona fide operation of a trust company the provincial company shall thereafter not be registered under this Act. DIVISION B Internal Regulations General Meeting of Shareholders 16.

(1) A general meeting of the shareholders shall be held at least once in each year for the purpose of considering the financial statement of the company and the election of directors and auditors, and the transaction of such other business as is proper at such general meeting under the law of Alberta and the by-laws of the company.

(2) Notice of the time and place of the holding of the annual general meeting of the shareholders shall be de livered, or shall be sent by post to the address of each shareholder so far as the same is known, or, on request, to his proxy and the notice of the meeting shall be so delivered or sent at least ten days before the time fixed for holding the meeting, and a copy of the financial state ment of the company to a date not more than six months before the date of the meeting shall accompany the notice. 17.

(1) The directors have the right at any time by resolution of the board passed in that behalf to call a special general meeting of the shareholders for the trans action of any business specified in the resolution.

(2) One-tenth

part in value of the shareholders of the company, shall, by requisition delivered to the manager, act ing manager, or secretary thereof, have at all times the right to have a special general meeting called by such officer for the transaction of any business specified in the requi sition.

(3) Notice of the holding of a special general meeting of the shareholders, specifying the time and place of the meeting and the business to be transacted thereat, shall be delivered or shall be sent by ordinary mail, to the address of each shareholder, so far as the same is known, at least ten days before the day appointed for the meeting.

(4) No other business shall be transacted at any special

6 18. Penalty for failure to give notice of general meeting. 19. Voting power of shareholders. 20. Shareholder's vote by proxy. 21. Minute book. 22. Shareholders may make by-laws. 23. Seal of company. 24. By-laws to be recorded in by-[aw book.

6 general meeting unless all the shareholders are present in person or by proxy and unanimously consent thereto. ( 5 ) Before the business of any special general meeting is proceeded with there shall be produced and read a statutory declaration of the manager, acting manager or secretary of the company that the requirements of this

section as to notice have been fully complied with . .

(6) A copy of the notice so delivered or sent, and of the declaration in relation thereto, shall be entered in the minute book of the company as part of the proceedings of the meeting. 18. Any director or officer wilfully neglecting or omit ting to give effect to the requisition mentioned in

section 17, or to give the notice of any general meeting required by

section 16 or 17, is guilty of an offence. 19. At all meetings of shareholders of the company a shareholder shall have one vote for each share held by him upon which he is not six months in arrear. 20.

(1) A shareholder may either vote in person or be represented and vote by a proxy who is a shareholder of the company and not six months in arrear.

(2) Where the shareholder is a corporation it may, by any officer or director of the corporation, be represented and vote at any meeting of the shareholders of the company if the officer or director is authorized to represent and vote for the corporation at that meeting by authority in writing over the corporate seal of the corporation filed with the company at or prior to the time of the meeting for which the authorization is granted. 21.

The transactions of all annual and special general meetings of the company and of all meetings of the board of directors shall be entered in a book to be known as the minute book of the company. By-laws 22. A meeting of the shareholders, called with due notice thereof, may make such lawful and proper by-laws for the government of the company, not repugnant to this Act or any other law in force in Alberta, as the majority of the shareholders present in person or by proxy deem proper. 23.

Every by-law shall be reduced to writing and shall have affixed thereto the seal of the company, and is admis sible in evidence without proof of the seal or of the signa ture or of the official character of the person or persons appearing to have signed the same, and without further proof thereof. 24.

(1) The by-laws shall be forthwith recorded in a book to be kept by the company for that purpose and to be known as the "by-law book".

(2) The by-law book shall, without the payment of any fee or charge, be open during business hours for inspection

7 25. Filing of by-laws with Registrar. 26. Power of directors to amend and repeal by-l'awl for company. 27. By-laws for particular purposes. 28. Articles of association of trust companies incorporated under The Companies Act.

7 by any shareholder, depositor, debenture holder or holder of a guaranteed investment certificate, by himself or his agent, and any such person may make extracts therefrom. 25. Every company shall deliver to the Registrar within one month after the passing thereof a certified copy of its by-laws and of every repeal, or addition to, or amendment or consolidation thereof. 26.

(1) The shareholders in meeting may, by by-law, of which, as proposed, notice shall be given to each share holder with the notice of the meeting, empower the directors to make, amend and repeal by-laws for the company.

(2) Every such by-law of the directors and every repeal, amendment or re-enactment thereof, unless in the mean time confirmed at a general meeting of the company duly called for that purpose, has force only until the next annual meeting of the company, and in default of confirmation thereat ceases, at and from that time, to have force, and in that case no new by-law to the same or the like effect or re-enactment thereof has any force until confirmed at a general meeting.

(3) The company may, at a general meeting duly called for the purpose or at an annual meeting, repeal, amend, vary or otherwise deal with any by-law passed by the direc tors, but no act done or right acquired under any by-law is prejudicially affected by any such repeal, amendment, variation, or other dealing.

(4) At a general meeting the shareholders may alter or amend such by-laws, and may confirm the same as so altered and amended. 27. The directors of a company, authorized as provided by

section 26, may make by-laws, not repugnant to this Act or any other law in force in Alberta, to regulate (

a) the allotment and issue of shares, the making of calls thereon, the payment thereof, the issue and registration of certificates of shares, the forfeiture of shares for non-payment, the disposal of for feited shares and of the proceeds thereof, the transfer of shares, and subject to

section 54 the subdivision of existing shares into shares of smaller amount, (

b) the declaration and payment of dividends, (

c) subject to

section 61, the appointment, functions, duties and removal of agents, officers and servants of the company, and their remuneration, (

d) the caning of meetings of the directors arid the procedure at such meetings, and (

e) the conduct in all other particulars of the affairs of the company. 28. In the case of a provincial company incorporated otherwise than by special Act, sections 24 to 27 apply, mutatis mutandis, to the articles of association of such company.

8 29. Tel'lm of office of directors. 30. Election of directors. 31. Provision in case of failure of election. 32. Interim vacancies. 33. Powers of directors. 34. Election Qf president and vice-pr~~i~ent.

8 Directors 29.

(1) The term of office of the directors of a company shall not exceed two years.

(2) Where the term of office is one year only, the num ber of directors shall not be less than five.

(3) Where the term of office is two years, the number of directors shall be an even number not less than six, and one-half of the directors shall retire annually at the general meeting in rotation, but shall, if otherwise quali fied, be eligible for re-election.

(4) Where the term of office is two years, the first elec ted directors shall at their first meeting determine by agreement or by lot which of them will retire at the end of the first year. 30.

(1) The election of directors shall be by ballot.

(2) No person is qualified to be a director unless he is of the full age of twenty-one years and a shareholder hold ing, in his own right, shares of the company, on which at least one thousand dollars has been paid in, and is not in arrear in respect of any call thereon.

(3) The majority of the directors shall at all times be resident in Canada and subjects of Her Majesty by birth or naturalization.

(4) Where more than the prescribed number of non residents and aliens are elected, a new election shall be held forthwith to fill all the directorships to which aliens or non-residents have been elected, and so on until the number of non-residents or aliens is reduced to the prescribed number.

(5) The remuneration of directors shall be fixed by the shareholders in general meeting. 31. If at any time an election of directors is not held, or does not take effect at the proper time, the company is not thereby dissolved, but the election may take place at any general meeting of the company duly called for that purpose, and the retiring directors shall continue in office until their successors are elected. 32. Vacancies occurring in the board of directors may be filled for the unexpired remainder of the term by the board from among the qualified shareholders of the com pany. 33.

The directors may lawfully exercise all the powers of the company except as to such matters as are directed by law or by the by-laws of the company to be trans acted at a general meeting and have not been delegated to the directors by a general meeting as provided by

section 26. 34.

(1) The shareholders shall elect from among the directors a president and one or more vice-presidents, or the directors if so authorized by the by-laws shall elect from themselves a president and one or more vice-

9 3S. Executive committee. 38. Powers of directors. 37. Doubt as to legality of claims.

9 presidents, and the directors shall in all things delegated to them act for and in the name of the company, and, sub· ject to subsection (2), the concurrence of a majority of the directors present at any meeting is at all times necessary to any act of the board.

(2) On any question before the board each director is entitled to have one vote, but in the event of an equality of votes the president or presiding officer may have a second or casting vote. 35.

(1) The shareholders of a company having more than six directors may, at a general meeting called for the purpose, by resolution of two-thirds of the shareholders present in person or by proxy, authorize the directors to delegate any of their powers to an executive committee consisting of not less than three to be elected by the directors from their number.

(2) A committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed upon them by such resolution or by the directors.

(3) Where directors delegate any of their powers to an executive committee, the powers so delegated shall be stated in writing and entered in the minute book of the company. 36. Subject to this Act and to the special Act constitut ing the company and to the by-laws of the company, the directors may (

a) use or cause to be used and affixed the seal of the company, and may affix or cause it to be affixed to any document or paper that in their judgment may require the same, (

b) make and enforce calls upon the shares of the re spective shareholders, (

c) declare the forfeiture of all shares on which such calls are not paid, (

d) make any payments and advances of money that they may deem expedient and that are authorized to be made by or on behalf of the company, and enter into all contracts for the execution of the purposes of the company, and for all other matters neces sary to the transaction of its affairs, (

e) generally deal with, sell, exchange, lease and dis pose of the lands, property and effects of the com pany in such manner as they deem expedient and conducive to the benefit of the company, (

I) do and authorize, assent to or adopt all acts re quired for the due exercise of any further powers and authorities conferred by the special Act. 37.

(1) Where the directors entertain reasonable doubts as to the legality of any claim to or upon any

10 38. "manager" and "managing director". 39. Certain persons to furnish security. 40. Liability of directors declaring a dividend when company insolvent. 41. Liability of director.

10 share, bond, debenture or obligation of a company, or to or upon any dividend, coupon or the proceeds thereof, they may apply to the Supreme Court, stating such doubt, for an order or judgment adjudicating upon such claim and awarding such share, bond, debenture, obligation, divi dend, coupon or proceeds to the person legally entitled to the same, and the court may restrain any action or pro ceeding against the company, or the directors or officers thereof, for the same subject matter, pending the determ ination of the application.

(2) If the order or judgynent of the court is obeyed, the company and the directors and officers are fully pro tected and indemnified against all actions, claims and de mands in respect of the matters in question in such appli cation and the proceedings thereupon. 38. The secretary or treasurer or secretary-treasurer or other officer of the company may be styled "manager", and when the officer is also a director he may be styled "man aging director" . 39.

Every officer or other person appointed to any office in anywise concerning the receipt, safekeeping or proper application of money shall furnish security accord ing to the by-laws of the company and to the satisfaction of the directors for the just and faithful execution of the duties of his office, and any person entrusted with the performance of any other service may be required by the directors to furnish similar security. 40.

The directors shall not declare or pay any dividend or bonus when the company is insolvent, or that renders the company insolvent or diminishes its capital, and if any director, present when any such dividend or bonus is de clared, forthwith, or if any director then absent, within twenty-four hours after he becomes aware thereof, and is able to do so, enters his written protest against the same, and within eight days thereafter notifies the Registrar in writing of his protest, the director may thereby, but not otherwise, exonerate himself from liability. 41.

(1) The directors of a company are jointly and severally liable to its labourers, servants and apprentices for all debts not exceeding one year's wages due for ser vices performed for the company while they are such directors.

(2) A director is not liable under subsection (1) unless, (

a) the company has been sued for the debt within one year after it has become due and execution has been returned unsatisfied in whole or in part, or (

b) the company has, within that period, gone into liquidation or has been ordered to be wound up and the claim for such debt has been duly filed and proved,

11 42. Directors demand for unpaid shares of shareholders. 43. Liability of shareholders. 44. Set-off a defence to an action under

section 43. 45. Par value of shares.

11 and unless he is sued for such debt while a director or within one year after he has ceased to be a director.

(3) If execution has so issued the amount recoverable against the director is the amount remaining unsatisfied on the execution. ( 4) If the claim for such debt has been proved in liquidation or winding-up proceedings a director, upon pay ment of the debt, is entitled to any preference that the creditor paid would have been entitled to, and where a judgment has been recovered he is entitled to an assign ment of the judgment. Shares Calls on Capital Stock 42.

(1) The directors may call in and demand from the shareholders the amount unpaid on shares by them subscribed or held, at such times and places and in such payments or instalments as the special Act, or this Act, or the by-laws of the company require or allow, and interest shall accrue upon the amount of any unpaid call from the day appointed for payment thereof.

(2) The demand shall state that in the event of non payment the shares in respect of which the call was made will be liable to be forfeited.

(3) If after the demand any call is not paid in accord ance therewith, the directors, by resolution duly recorded in their minutes, may summarily forfeit any shares where on such payment is not made, and the same thereupon be comes the property of the company and may be disposed of as, by by-law or otherwise, the company may determine, but such forfeiture does not relieve the shareholder of any liability to the company or to any creditor. 43.

Every shareholder, until the whole amount of his shares has been paid up, is individually liable to the cred itors of the company to an amount equal to that not paid up thereon, but is not liable to an action therefor by any creditor before an execution against the company has been returned unsatisfied in whole or in part, and the amount due on the execution, but not beyond the amount so unpaid on such shares, is the amount recoverable, with costs, against the shareholder. 44. In any action under

section 43 a shareholder may plead by way of defence, in whole or in part, any set-off that he could set up against the company, except a claim for unpaid dividend, or a salary or allowance as a president or a director of the company. 45. The par value of a share of capital stock of a com pany incorporated after the commencement of this Act shall be any multiple of five dollars but shall not be less than ten dollars and not more than one hundred dollars.

12 48. Liability of persons holding shares in trust. 47. Right of shareholder to participate in dividends. 48. Restrictions on transfer of shares. 49. Directors consent to transfer of shares.

12 46.

(1) No person holding shares in the company as executor, administrator, guardian, committee of a mentally incompetent person, or trustee of or for any estate, trust or person named in the books of the company as being so represented by him, is personally subj ect to any liability as a shareholder, but the estate and funds in his hands are liable in like manner and to the same extent as the testator, intestate, ward or person interested in such trust fund would be if living and competent to hold the shares in his own name.

(2) If the trust is for a living person, not under dis ability, such person also is liable as a shareholder.

(3) If such testator, intestate, ward, mentally incompe tent person or person so represented is not named in the books of the company, the executor, administrator, guar dian, committee or trustee is personally liable in respect of such shares as if he held them in his own name as owner thereof. 47.

(1) Except with the consent of the directors, no payment on account of capital stock shall be made in ad vance of calls thereon.

(2) In respect of any sum so paid a shareholder is en titled to participate in any dividend declared, but it shall not bear interest and does not constitute a loan to or a debt of the company.

(3) The shareholder is entitled to have any such ad vance payment credited to him pro tanto as against sub sequent calls. 48. Subject to

section 49, no by-law shall be passed that in any way restricts the right of a holder of paid up shares to transfer the same, but nothing in this

section prevents the regulation of the mode of transfer thereof. 49.

(1) No transfer of shares, the whole amount where of has not been paid, shall be made without the consent of the directors.

(2) Where any such transfer is made with the consent of the directors to a person who is not apparently of suf ficient means fully to pay up such shares, the directors are, subject to subsection (3), jointly and severally liable to the creditors of the company in the same manner and to the same extent as the transferring shareholder, but for such transfer, would have been.

(3) If any director present when any such transfer is allowed, forthwith, or if any director then absent, within twenty-four hours after he becomes aware of the transfer, and is able to do so, enters his written protest against the transfer, and within eight days thereafter notifies the Registrar in writing of his protest, the director may thereby, but not otherwise, exonerate himself from liability.

13 50. Lost certificate. 51. Transfer of shares valid only after entry, 52. Transfer of share.s. 53. Deposit of foreign probate, letters of administration, etc., with officer of company.

(4) Where a share upon which a call is unpaid is transferred with the consent of the directors, the trans feree is liable for the call to the same extent and with the same liability to forfeiture of the share if the call remains unpaid, as if he had been the holder when the call was made, and the transferor remains liable also for the call until it has been paid.

(5) Where the special Act or by-laws of a company confer the power on the directors, they may decline to register a transfer of shares belonging to a shareholder who is indebted to the company. 50. If a share certificate is defaced, lost or destroyed, it may be renewed on payment of such fee, if any, not exceed ing one dollar, and on such terms, if any, as to evidence and indemnity as the directors think fit. 51.

Unless made by sale under execution or under the order or judgment of a competent court, no transfer of shares is, until entry thereof has been duly made, valid for any purpose whatever, save only as exhibiting the rights of the parties thereto towards each other, and, if absolute, as rendering the transferee and the transferor jointly and severally liable to the company and its creditors until entry thereof has been duly made in the books of the company. 52 .•

(1) The directors may delay the registration of a transfer of shares for the purpose of giving notice of an application for registration to the person registered on the books of the company as the owner thereof, and in that event the company shall forthwith give that notice.

(2) Within seven days after the giving of the notice, the person registered as the owner of the shares may notify the company in writing that he objects to the registration of the transfer, and thereupon the registration of the transfer shall not be made for a period of forty-eight hours.

(3) Where, on the expiration of seven days after the giving of the notice or the expiration of the period of forty-eight hours, whichever last occurs, no order of a competent court enjoining the registration of the transfer has been served upon the company, the transfer may be registered.

(4) Where a transfer of shares is registered after the proceedings mentioned in this section, the company is not liable in respect of the shares to a person whose rights are purported to be transferred, but nothing in this subsection prejudices any claim the transferor may have against the transferee. 53.

(1) Where (

a) a transmission of shares or other securities of a company takes place by virtue of any testamentary act or instrument, or in consequence of an intestacy, and (

b) the probate of the will or letters of administration

14 54. Increase or decrease of capital stock and subdivision of shares.

14 or document testamentary, or other judicial or official instrument under which the title, whether beneficial or as trustee, or the administration or control of the personal estate of the deceased is claimed to vest, purports to be granted by any court or authority in Canada, or in the Common wealth, or in any foreign country, the probate of the will or the letters of administration or the document testamentary or, in the case of a transmission by notarial will in the Province of Quebec, a copy thereof duly certified in accordance with the laws of Quebec, or the other judicial or official instrument, or an authenticated copy thereof or official extract therefrom under the seal of the court or other authority, without any proof of the authenticity of the seal or other proof whatever, shall be produced, and a true copy thereof, together with a declar ation in writing showing the nature of the transmission, signed and executed by such one or more of the persons claiming by virtue thereof as the company may require, or, if any such person is a corporation, signed and executed by an officer thereof, shall be deposited with an officer of the company or other person authorized by the directors of the company to receive them.

(2) Such production and deposit is sufficient justification and authority to the directors for paying the amount or value of any dividend, coupon, bond, debenture, deposit, guaranteed investment certificate, obligation or share, or transferring, or consenting to the transfer of any bond, debenture, deposit, guaranteed investment certificate, obli gation or share, in pursuance of, and in conformity to such probate, letters of administration or other such document aforesaid. Increase 01" Dec1'ease of Capital Stock and Subdivision of Shares 54 .•

(1) The directors of a company may, at any time after ninety per cent of the capital stock of the company has heen subscribed and ninety per cent thereof paid in, but not sooner, by by-law provide for the increase of the capital stock to any amount that the directors may con sider requisite.

(2) The directors may at any time by by-law provide for the decrease of the capital stock to any amount, not less than two hundred and fifty thousand dollars, that they may consider sufficient.

(3) The by-law shall declare the number and par value of the shares of the stock so increased or decreased and provide for the manner in which they are to be allotted, or the rule or rules by which the allotment is to be made.

(4) The directors may pass a by-law providing upon terms therein stated for the conversion of partly paid up shares into paid up shares or for subdividing shares or alter ing the par value of shares of its capital stock.

15 .

(5) The liability of shareholders to persons who, at the time the stock or shares are so increased, decreased, con verted or altered, are creditors of the company remains as though the stock or shares had not been increased, de creased, converted or altered.

(6) Where it is proposed to pass a by-law under this

section that will have the effect of increasing or decreasing the capital stock of the company or altering the liability of any holder of such stock, a copy of the proposed by-law shall be delivered to the Registrar and shall not be passed for at least six weeks thereafter.

(7) Before submission of any such by-law to a meeting of shareholders, as provided in subsection (8), such notice shall be given by pUblication and otherwise as the Registrar directs.

(8) No by-law for, or having the effect of, increasing or decreasing the capital stock of the company, whether such stock is or is not subscribed or issued, or for, or having the effect of, subdividing the shares of the company or altering the par value of such shares, or alter ing the liability of any holder of such shares, or converting partly paid up shares into paid up shares, has any force or validity until it has been duly adopted and ratified by a vote of shareholders present or represented by proxy at a general meeting of the company duly called for considering the by-law, and holding not less than two-thirds of the issued capital stock of the company represented at such meeting, and has afterwards been confirmed by the Lieu tenant Governor in Council.

(9) The Lieutenant Governor in Council may grant such confirmation, if he is satisfied of the bona fide character of the changes provided for in the by-law, unless it appears that the confirmation of the by-law would not be in the public interest.

(10) With the consent of the company, evidenced by a resolution of the directors, the changes provided for in any such by-law may be varied or amended by the confirm ing order in council, and may be made subject to such con ditions as the Lieutenant Governor in Council deems proper.

(11) The confirmation by the Lieutenant Governor in Council may be evidenced by a certificate of the Registrar or by a certified copy of the Registrar's certificate in the like manner and with the like effect as provided in sections 87 and 88.

(12) The Registrar's certificate is admissible in evidence as conclusive proof of all matters therein certified or de clared, and of the due performance of all matters pre cedent or preliminary to the granting thereof.

(13) Subject to

section 144 this

section applies only to provincial companies incorporated after the commencement of this Act.

16 SSe Record books to be kept.

16 Books 55.

(1) Every company having its head office in Al berta shall cause the secretary, or some other officer spec ially charged with the duty, to keep a book or books wherein shall be kept recorded (

a) a copy of any Act incorporating the company and the by-laws of the company duly authenticated, and if incorporated by memorandum of association, a copy of the memorandum and of any articles of association of the company, (

b) the names, post office addresses, so far as known, of all persons who are or have been directors of the company, with the date on which each became and ceased to be a director, (

c) the names, alphabetically arranged, of all persons who are shareholders of the company, (

d) the post office address, so far as known, of every such person while he is a shareholder, (

e) the number of shares held by each shareholder, (

I) the amounts paid in, and remaining unpaid, on the shares of each shareholder, and (

g) the date and other particulars of all transfers of shares in the order in which they were made.

(2) The books shall be kept at the head office of the company.

(3) Any director, officer or employee of a company who removes or assists in removing such books from Alberta or who otherwise contravenes the provisions of this sec tion is guilty of an offence and liable to a fine of two hundred dollars.

(4) Upon necessity therefor being shown and adequate assurance given that the books may be inspected within Alberta by any person entitled to do so, after application for inspection to the Registrar, the Lieutenant Governor in Council may relieve any company from the provisions of subsection (2) upon such terms as may be deemed fit.

(5) The books mentioned in subsection (1) shall, with out the payment of any fee or charge, be open during business hours for inspection by any shareholder, depositor, debenture holder or holder of a guaranteed investment certificate, by himself, his agent or his personal representa tive, and any such person may make extracts therefrom.

(6) A company that neglects to keep a book required under subsection (1) is liable to forfeit its registration under this Act.

(7) No auditor, director, officer or servant of the com pany shall knowingly make or assist in making any untrue entry in any such book or shall refuse or neglect to make any proper entry therein.

(8) Any person violating this

section is liable in dam ages for all loss or injury that any person interested may have sustained thereby.

17 56. Register of securities. 57. Application 'Of subsections. 58. Property in books of account. 59. Mter decease, bankruptcy, etc., books to be delivered to company. 60. Books as evidence. 61. Auditors-statement to shareholders.

17 56. Every company shall keep a register or registers of all securities held by the company. 57. Subsections (6) to (8) of

section 55 apply to the registers prescribed by

section 56. 58.

(1) The books used by any auditor, officer, collector or agent for verifying or recording money received for the company are the property of the company.

(2) Neither an auditor, officer, collector or agent, nor any solicitor, counselor other person has in or upon these or any other of the books of account or record of the com pany any ownership or proprietary right or any right of lien.

(3) Any person who, in contravention of this section, withdraws, withholds or detains any of the books referred to in subsection (1) from the possession or control of the directors, or from the receiver or liquidator of the com pany is guilty of an offence. 59.

Where a person who has been but has ceased to be a director, manager, auditor, officer, agent, collector, ser vant or employee of a company, or any other person unlaw fully retains possession of any accounts, books, money, securities, papers, matters or things that are the property of the company, a judge of the Supreme Court or of a district court, on application of the company or any depos itor or shareholder therein or of the Minister or Registrar, and upon notice to the person affected, may order that such accounts, books, money, securities, papers, matters and things be forthwith delivered to such person as the judge may direct and in default that the person so re taining possession shall be imprisoned for such period as the judge may direct or until he complies with the direc tion of the order, and may authorize the sheriff of any judicial district in which the same may be found forth with to seize and take such accounts, books, money, secur ities, papers, matters 'and things and deliver the same to the person to whom they have been directed to be delivered. 60.

(1) In any action or proceeding against a company the books mentioned in sections 55 and 56 are admissible in evidence as prima facie proof of the facts purported to be thereby stated.

(2) The books of a company are admissible in evidence as prima facie proof of the truth of all matters purporting to be therein recorded as between the company and its shareholders, and as between its shareholders. Audit G1.

(1) The accounts of a registered trust company shall be examined at least once in every year and the correctness of the balance sheet shall be ascertained by two or more auditors or a firm of chartered accountants.

(2) The auditors shall be appointed by resolution at an annual general meeting of the company and hold office until the next annual meeting unless previously removed by a resolution of the shareholders in general meeting.

(3) The auditors may be shareholders in the company, but no person is eligible as an auditor who is interested otherwise than as a shareholder in any transaction of the company, and no director, officer or employee of the com pany is eligible during his continuance in office.

(4) If an appointment of auditors is not made at an annual meeting, the Minister may, on the application of any shareholder of the company, appoint an auditor of the company for the current year, and fix the remunera tion, if any, to be paid to him by the company for his services.

(5) The directors may fill any casual vacancy in the office of auditor, but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act, and any auditor is eligible for re-appointment.

(6) The directors may, by a two-thirds vote, suspend any auditor for incapacity, misconduct or negligence until the next general meeting of the company, and in the event of suspension shall appoint an auditor ad interim.

(7) The remuneration of the auditors shall be fixed by the company in general meeting, except that the remuner ation of any auditors appointed to fill any casual vacancy may be fixed by the directors.

(8) Every auditor has right of access at all times to the books and accounts, cash, securities, documents and vouchers of the company, and is entitled to require from the directors and officers of the company such information and explanation as he may require.

(9) The auditors shall, at least once during their term of office, check the cash and verify the securities of the company at the chief office of the company, against the entries in regard thereto in the books of the company, and, should they deem it necessary, shall check and verify in the same manner the cash and securities at any branch or agency.

(10) The auditors shall make a report to the share holders (

a) that they have examined the books for the year ending the thirty-first day of December or any day not more than two months prior thereto and have verified the cash, bank balances and securities of the company and stating whether or not their re quirements as auditors have been complied with, (

b) that they have examined the financial statement of the company and that it agrees with the books of the company, (

c) that after due consideration they have formed an independent opinion as to the position of the com pany,

19 62. Financial statement of company to shareholders. 63. Powers conferred on trust companies.

·19 (

d) that with their independent opinion so formed and according to the best of their information and the explanations given them they certify that in their opinion the financial statement sets forth fairly and truly the state of the affairs of the company, (

e) that all transactions of the company that have come within their notice have been within the powers of the company. 62.

(1) Every company shall at least once in every year cause to be prepared a financial statement of its affairs.

(2) The financial statement shall have on the head there of a printed notice in conspicuous type stating that the statement is the financial statement of the company.

(3) The financial statement shall be attested by the sig nature of the president or vice-president and the managing director or some other principal officer of the company and shall contain a certificate signed by the auditors reporting as provided in

section 61.

(4) A copy of the financial statement shall be mailed or delivered without charge to every shareholder of the com pany at least ten days before the annual meeting.

(5) A copy of the financial statement shall be mailed or delivered without charge to any debenture holder, holder of guaranteed investment certificate or depositor of the company who requests the same. DIVISION C Powers of Company 63. Subject to sections 66 to 68, a provincial company and any other registered trust company that has capacity to do so may, (

a) take, receive and hold all estates and real and personal property that may be granted, committed, transferred or conveyed to the company with its consent, upon any trust or trusts whatsoever not contrary to law, at any time or times, by any per son or persons,. body or bodies corporate, or by any court of competent jurisdiction, (

b) take and receive as trustee or as bailee, upon such terms and for such remuneration as may be agreed upon, deeds, wills, policies of insurance, bonds, debentures or other valuable papers or securities for money, jewelry, plate or other chattel property of any kind, and to guarantee the safekeeping of the same, (

c) receive and store for safekeeping all kinds of securities and personal property and rent spaces or compartments for the storage of securities or personal property and enter into all legal contracts

20 84. Purpose and functions of common trust fund.

20 for regulating the terms and conditions upon which such business will be carried on, (

d) act generally as attorney or agent for the trans action of business, the management of estates, the collection of loans, rents, interest, dividends, debts, mortgages, debentures, bonds, bills, notes, coupons and other securities for money, (

e) act as agent for the purpose of issuing or counter signing certificates of stock, bonds or other obli gations of any association or municipal or other corporation, and to receive, invest and manage any sinking fund therefor on such terms as may be agreed upon, (/) accept and execute the offices of executor, admin istrator, trustee, receiver, liquidator, assignee, cus todian, trustee in bankruptcy, or of trustee for the benefit of creditors, and of guardian of any minor's estate, or committee of any mentally incompetent person's estate,and to accept the duty of and act generally in the winding up of estates, partnerships, companies and corporations, (

g) invest any trust money in the hands of the company in any securities in which private trustees may by law invest trust money, (

h) guarantee any investment made by the company as trustee, agent or otherwise, (

i) sell, pledge, or mortgage any mortgage or other security, or any other real or personal property held by the company, and make and execute all re quisite conveyances and assurances in respect thereof, (

j) make, enter into, deliver, accept and receive all deeds, conveyances, assurances, transfers, assign ments, grants and contracts necessary to carry out the purposes of the company, and promote its objects and business, (

k) charge, collect and receive all proper remuneration, legal, usual and customary costs, charges and ex penses for all such services, duties and trusts. 64.

(1) In this

section "common trust fund" means a fund maintained by a company in which moneys belonging to various estates and trusts in its care are combined for the purpose of facilitating investment.

(2) Notwithstanding this or any other Act, any pro vincial company and any other registered trust company that has capacity to do so may, unless the trust instrument otherwise directs, invest trust money in one or more common trust funds of the company and where trust money is held by the company as a co-trustee, the investment thereof in a common trust fund may be made by the com pany with the consent of its co-trustees whether the co trustees are individuals or corporations.

21 G5. Provincial company not to t,ake deposits.

(3) The Lieutenant Governor in Council may make regulations with respect to the establishment and operation of common trust funds and the investment of trust money in such funds.

(4) Not more than three years after the date on which a common trust fund is established, and triennially there after, the company maintaining the common trust fund shall file and pass an account of its dealings with respect thereto in the office of the district court of the district in which the company maintains its head office or chief agency in the Province and a judge thereof on the passing of the account has, subject to this section, the same duties and powers as in the case of the passing of executors' accounts.

(5) A company may at any time file and pass in the district court an account of its dealings with a common trust fund for any period of less than three years, but no subsequent accounting shall be for a period of more than three years.

(6) Notwithstanding any other Act or law, a company shall not be required to render an account of its dealings with a common trust fund except as provided in this sec tion or the regulations.

(7) Upon the filing of an account pursuant to this sec tion, the judge of the district court shall appoint a time and place for the passing of the account, and the company shall cause a written notice of the appointment and a copy of the account to be served upon the Registrar at least four teen days before the day appointed for the passing, and the company shall not be required to give any other notice of the appointment.

(8) For the purposes of any such accounting an account may be filed on the form of audited accounts filed with the Registrar pursuant to the regulation.

(9) Upon t.he passing of an account pursuant to this section, the Registrar represents all persons having an interest in the funds invested in the common trust fund, but any person having an interest therein has the right at his own expense to appear personally or to be separately represented.

(10) Where an account filed pursuant to this

section has been approved by a judge of the district court, that ap proval, except so far as mistake or fraud is shown, is bind ing and conclusive upon all interested persons as t.o all matters shown in the account and as to the company's administration of the common trust fund for the period covered by the account.

(11) The costs of passing an account pursuant to this

section shall be charged to principal and income of the common trust fund in such proportions as the judge of the district court thinks proper. 65. A provincial company has no power to take deposits by way of borrowing money.

22 66. Provincial company's power to receive deposits. 67. Debentures. 88. Money for investment.

22 66.

(1) Subject to

section 120 a provincial company and any other registered trust company that has capacity to do so may receive deposits of money repayable upon de mand or after notice and may pay interest thereon at such r~tes and on such terms as the company may from time to tIme establish, and the company is entitled to retain the interest and profit resulting from the investment or loan ing of such deposit money in excess of the amount of interest payable to depositors.

(2) Every company receiving deposits in the manner authorized by subsection (1) shall be deemed to hold the same as trustee for the depositors and to guarantee repay ment thereof, and there shall be ear-marked and definitely set aside in respect thereof securities, or cash and securities, equal to the full aggregate amount thereof, and for the purposes of this subsection "cash" includes moneys on deposit and "securities" includes loans made upon securities.

(3) Every company receiving moneys on deposit under this

section shall keep a record in the form approved by the Registrar, in which shall be entered all sums so received and the names and addresses, so far as known, of the per sons from whom they are received. 67.

(1) For the purpose of carrying out the objects and powers of a provincial company as authorized by

section 63 or such of them as the company may be authorized to exercise, and for no other purpose, the directors of the pro vincial company may, if authorized by by-law sanctioned by a vote of not less than two-thirds of the amount of the paid-up capital stock of the company, represented at a general meeting called for that purpose, (

a) borrow money upon the credit of the company, and (

b) hypothecate, mortgage or pledge the real or per sonal property of the company, or both, to secure any money borrowed under this section.

(2) A provincial company has no power to borrow money by issuing debentures. 68.

(1) Subject to

section 120, a provincial company and any other registered trust company that has capacity to do so may receive money for the purpose of its being invested by the compa.ny, and may guarantee the repay ment of money so received, and the payment of the interest thereon at such rate as may be agreed upon on fixed days.

(2) The guarantee by the company shall not be deemed to be a debenture and the money shall not be deemed to be money borrowed by the company by issuing debentures but to be money received in trust, and in such cases, the company is entitled to retain the interest and profits re sulting from the investment of such moneys in excess of the amount of interest payable thereon.

(3) Where it is provided by the agreement under which moneys are received by the company for guaranteed invest-

23 G9.Liability of company. 70. Reserves required on deposits.

23 ment as mentioned in subsection (1) that specific securities shall be allocated in respect thereof, the specific securities shall be ear-marked and definitely set aside in respect thereof, and in respect of all other moneys received for guaranteed investment as mentioned in subsection (1) there shall be ear-marked and definitely set aside in respect thereof securities, or cash and securities, equal to the full aggregate amount thereof, and for the purposes of this subsection "cash" includes moneys on deposit and "secur ities" includes loans made upon securities. 69.

(1) The liability of a company to persons interested in an estate held by the company as executor, administrator, trustee, receiver, liquidator, assignee, guardian, or com mittee is the same as if the estate had been held by any private person in the like capacity, and the company's powers are the same.

(2) Where a company is authorized to execute the office of executor, administrator, trustee, receiver, liquidator, assignee, guardian or committee, and the Lieutenant Gov ernor in Council approves of the company being accepted as a trust company for the purposes of the Supreme Court, every court or judge having authority to appoint such an officer may, with the consent of the company, appoint the company to exercise any of such offices in respect of any estate or person under the authority of such court or judge, or may grant to the company probate of any will in which the company is named as an executor, but no company that has issued or has authority to issue deben tures or debenture stock, or that has received or has auth ority to receive deposits, except in the manner authorized by this Act, shall be approved.

(3) A company so approved may be appointed to be a sole trustee, notwithstanding that but for this Act it would be necessary to appoint more than one trustee.

(4) A company so approved may be appointed to any of the offices mentioned in subsection (2) jointly with another person.

(5) The appointment may be made whether the trustee is required under any deed, will or document creating a trust or· whether the appointment is under The Trustee Act or otherwise.

(6) Notwithstanding any rule or practice or any pro vision of any Act requiring security, it is not necessary for the company to give any security for the due performance of its duty as such executor, administrator, trustee, re ceiver, liquidator, assignee, guardian or committee unless otherwise ordered.

(7) The Lieutenant Governor in Council may at any time revoke the approval given under this section. 70. Every company shall at all times maintain cash on hand and on deposit1 debentures, bonds, stock or other

24 71. General powers of company. 72. Extension of business beyond the Province. 73. Reserve fund. 74. Prohibition or limitaUon of loans upon shares.

24 securities of a kind referred to in subsection (3) of sec tion 131 and loans payable on demand and fully secured by such securities, to an aggregate amount of at least twenty per cent of the amount of money deposited with the company in the manner authorized by subsection (1) of

section 66. DIVISION D Generall Powers 71.

(1) Every company may establish and support or aid in the establishment and support of associations, insti tutions, funds, trusts and conveniences calculated to bene fit employees or ex-employees of the company, or its pre decessors in business, or the dependants or connections of such persons, and to grant pensions and allowances and make payments towards insurance or for any object sim ilar to those set forth in this subsection, and to subscribe or guarantee money for charitable or benevolent objects, or for any exhibition or for any public, general or useful object.

(2) Every provincial company shall be deemed to have possessed since the date of its incorporation the powers set forth in subsection (1) including the power to exercise such powers jointly with any registered trust company, by whatever authority incorporated, possessing the same or similar powers, in such a way as to benefit the employees, or ex-employees, of such companies or predecessors in busi ness of companies or the dependants or connections of such persons. 72.

A provincial company, unless it is otherwise ex pressly provided in the special Act creating it, may exer cise its powers beyond Alberta to the extent to which the laws in force where the powers sought to be exercised permit, and may accept extra-provincial powers and rights. 73. A company may maintain a reserve fund out of its earnings or other income not required to meet its present liabilities. 74.

(1) A company may pass a by-law prohibiting the loaning to shareholders upon the security of their shares, or, subject to the limitations contained in this section, may pass a by-law fixing the aggregate amount that may be loaned on such shares, and neither of such by-laws shall be repealed until all liabilities of the company are dis charged.

(2) Subject to subsection (1), the company may lend upon its own paid up stock to an amount not exceeding at anyone time in the aggregate of all such loans ten per cent of the company's paid up stock.

(3) No such loan shall exceed eighty per cent of the market price of the stock.

25 75. Company not to lend on oWn stock. 78. Prohibition against enforcing insurance with specified in surers. 77. Minors may make deposits. 78. Trusts. 79. Power of attorney by company. 80. Official seal.

25 75. A company shall not, except in the manner provided by

section 74, lend on its own shares with or without collateral security. 76. No company, and no director, officer or employee thereof, either personally or on behalf of such com pany, and no other corporation the majority of the capital stock of which is owned or controlled by such company, its shareholders, directors, officers or employees, shall exercise pressure upon any borrower or mortgagor to place insurance for the security of such company, in or through any particular agency or brokerage office; but nothing in this

section prevents the company from stipulating in its contract of loan that any required insurance must be effected with an approved insurer .. 77. A person not of the full age of twenty-one years may deposit money with a registered trust company in his own name, and the same may be repaid to him, and he may give a valid discharge therefor, notwithstanding his minority. 78.

(1) A company is not bound to see to the execution of any trust, whether express, implied or constructive, to which any share of its stock, or any deposit, guaranteed investment certificate or debenture may be subject.

(2) The receipt of the person in whose name any such share, deposit, guaranteed investment certificate or deben ture stands in the books of the company is a sufficient dis charge to the company for any payment made in respect thereof, and a direction to transfer, signed by the person in whose name any such share, deposit, guaranteed invest ment certificate or debenture stands in the books of the company, is sufficient authority to the company for any transfer made in respect thereof, notwithstanding any trust to which the same may then be subject and whether the company has or has not had notice of the trust.

(3) A company is not bound to see to the application of the money paid upon such receipt. 79. A provincial company may, by writing under its seal, empower any person, either generally or in respect of any specified matters, as its attorney, to execute on its behalf, instruments or deeds to which it is a party in any capacity in any place situate within or without Alberta, and every instrument or deed signed by such attorney, on behalf of the company and under his seal, binds the com pany and has the same effect as if it were under the seal of the company. 80.

(1) A provincial company may have a seal to be known as the "official seal" for use in any territory, dis trict or place not situate in Alberta, which shall be a facsimile of the seal of the company, with the addition on

26 81. Amalgamation, purchase and sale of assets. 82. Application of sections. 83. Directors may make agreement for amalgamation or for purchase or sale of assets.

26 its face of the name of the territory, district or place where it is to be used.

(2) A company having an official seal may, by writing under its seal, authorize any person appointed for the purpose in any territory, district or place not situate in Alberta, to affix the same to any instrument or other document to which the company is party in any capacity in that territory, district or place.

(3) The person affixing an official seal shall, by writing under his hand, on the instrument or other document to which the seal is affixed, certify the date and place of affixing the same.

(4) An instrument or other document to which an official seal is duly affixed binds the company as if it had been sealed with the seal of the company. DIVISION E Amalgamation and Purchase and Sale of Assets 81.

A registered trust company may unite, merge, amalgamate and consolidate its stock, property, business and franchises with those of any other trust company in Canada, or may purchase the assets of any trust company in Canada or may sell its assets to any registered trust company, and for the purpose of carrying out such pur chase or sale, the purchasing company shall assume the liabilities of the vendor company, and may enter into such bond or agreement of indemnity with the vendor company or the individual shareholders thereof, or both, as may be necessary, and the companies may enter into the agree ments necessary to such union, merger, amalgamation, consolidation, sale or purchase. 82.

Sections 83 to 91 do not apply to the purchase by a registered extra-provincial company of the assets of a trust company that is not registered under this Act. 83.

(1) The directors of a company mentioned in

section 81 may enter provisionally into a joint agreement under the seal of each of the companies for the union, merger, amalgamation or consolidation of the companies or for the sale or purchase by the one company of the assets of the other company.

(2) The agreement shall prescribe the terms and condi tions of the proposed transaction, and the mode of carrying the same into effect.

(3) Where the two companies are to be merged into one company, the agreement shall specify the name of the new or of the continuing company, and the number of directors and the officers thereof, and shall state who are to be the

84. Proceedings to ratify agreement. 85. Proceedings to dispense with ratification agreement.

27 first directors and officers, the capital stock, the number of shares into which the stock is divided, the par value of the shares and the manner of converting the capital stock of each of the existing companies into that of the new or continuing company.

(4) The agreement shall contain such other details as the directors of the companies deem necessary to perfect the new organization, and the union, merger, amalgamation and consolidation, and the after management and working thereof and to complete the terms and mode of payment for the assets of one company purchased or acquired by the other.

(5) In any agreement for the purchase and sale of assets, the consideration may consist wholly or in part of partly paid or of paid up shares of the capital stock of the purchasing company.

(6) An agreement, or, if no agreement has been entered into but an offer has been made by a company under its seal for the purchase of the assets of another company, the offer, shall be submitted to the shareholders of each company at a meeting thereof to be held separately for the purpose of taking the agreement or the offer into consideration.

(7) Notice of the time and place of the meeting of the company in which he holds shares and the objects thereof shall be given by written or printed notice addressed to every shareholder, together with a copy of the proposed agreement, at his latest known post office address, and also by a general notice in a newspaper published at the chief place of business of the company once a week for six successive weeks.

(8) A like notice, together with two copies of the pro posed agreement, shall be delivered to the Registrar at least one month before the date of either of the meetings of shareholders called to consider it. 84.

At each of the meetings of shareholders the agree ment or offer shall be considered, and if at each meeting the agreement or offer is ratified or accepted by resolution passed by at least a three-fourths vote of such shares as are represented in person or by proxy and representing at least fifty per cent of the issued capital stock of the company, that fact shall be certified upon the agreement or offer by the secretary or manager under the seal of the company. 85.

The Lieutenant Governor in Council, in the case of a proposed purchase of assets, may dispense with the ratification or acceptance of the agreement or offer by the shareholders of the purchasing company where it is shown to his satisfaction that the shareholders, after due notice thereof, have ratified a general resolution or by-law authorizing the purchase of the assets of the vendor com pany upon the basis and within the limits specified in such agreement or offer.

28 88. Ratified a-gTeement to be filed with Registrar. 87. Issue of certificate. 88. Evidence of assent of the Lieutenant Governor in Council.

28 86.

(1) If the agreement is ratified or the offer is accepted at the meeting of the shareholders of each of the companies, or in the case provided for in

section 85 at the meeting of the shareholders of the selling company, the agreement or offer, with the certificates or certificate thereon, shall be filed with the Registrar.

(2) The agreement or offer shall be submitted for the assent of the Lieutenant Governor in Council.

(3) If the Lieutenant Governor in Council assents there to, the agreement or offer shall be deemed to be the agree ment and act of union, amalgamation and consolidation of the companies, or the agreement and deed of purchase and acquisition of the assets of the selling company by the purchasing company. 87.

(1) Upon proof that the foregoing requirements have been duly complied with the Registrar shall issue a certificate under his hand and seal certifying the assent of the Lieutenant Governor in Council and the date thereof, and declaring the purchase and the sale of the assets and the names of the companies that are parties thereto, or, in the case of amalgamation, declaring the amalgamation of the companies, naming them, and the name of the new or of the continuing company, together with such other matters, if any, as may appear to him necessary or desirable in the public interest.

(2) The certificate of the Registrar shall for all purposes and in all courts be conclusive evidence of all matters therein certified or declared.

(3) The Registrar shall give public notice in The Alberta Gazette of the issue of the Registrar's certificate.

(4) A certified copy of the Registrar's certificate may be filed in any land titles office in which lands or interests in lands included or intended to be included in the transfer or amalgamation are registered, and any document under the hand or purporting to be under the hand of the Regis trar, certifying the document to be or to contain a true copy of the Registrar's certificate, or of any instrument referred to in the certificate shall be received in the land titles office as proof of all matters therein certified or declared.

(5) For the purpose of any instrument required to be registered or filed under The Bills of Sale Act it is suf ficient in orde.r to show the transmission of title in respect of any personal property or interest in personal property included or intended to be included in a transfer or amal gamation, such as is mentioned in

section 86 and this sec tion if the instrument affecting such property or interest recites the certificate in like manner as provided in sub section (4). 88. The Registrar may, by a certificate under his hand and seal endorsed upon or identifying the agreement or offer mentioned in subsection (6) of

section 83, or any

29 89. Purchase and sale of assets. 90. Amalgamation of companies. 9 I. Trusts to pass to new companies.

29 counterpart or copy thereof, certify that the agreement or offer has been assented to by the Lieutenant Governor in Council, and his certificate with a copy of the order in council attached is admissible in evidence as prima facie proof of the assent. 89.

(1) In the case of a purchase and sale of assets so assented to, the assets of the selling company become vested in the purchasing company on and from the date of such assent without any further conveyance, and the purchasing company shall thereupon become and be re sponsible for the liabilities of the selling company.

(2) In dealing with the assets of the selling company it is sufficient for the purchasing company to recite the agree ment and the assent of the Lieutenant Governor in Council thereto, with the date of the assent.

(3) No such transfer affects the rights of any creditor of the transferring company.

(4) By every such agreement made or purporting to be made under this Act the purchasing company shall be deemed to covenant and agree with each creditor of the selling company that the purchasing company will pay to him the sum in which the selling company is indebted to him at such time and place as such sum would have been payable had such agreement not been made. 90.

(1) In the case of an amalgamation, the companies that are parties thereto are, from the date of the assent of the Lieutenant Governor in Council, consolidated and amalgamated and merged in and form one company by the name stated in the Registrar's certificate, and, subject to the law of Alberta, possess all the rights, privileges and franchises of each of the amalgamated companies.

(2) From the date of the assent all the business, real and personal property, and all the rights and incidents, appurtenant thereto, all stock, mortgages, or other secur ities, SUbscriptions and other debts due, and other things in action belonging to each of the companies are vested in the new or continuing company without further act or deed.

(3) All rights of creditors and liens upon the property of each of the companies are unimpaired by the amalga mation.

(4) All debts, liabilities and duties of each of the amal gamated companies thenceforth attach to the new or con tinuing company, and may be enforced against it to the same extent as if the same had been incurred or contracted by it. 91,.

(1) In this section, (a) "fiduciary" includes trustee, bailee, executor, ad ministrator, assignee, guardian, committee, re ceiver, liquidator or agent; ( b ) "instrument" includes every will, codicil, or other testamentary document, settlement, instrument of

30 92. Acquisition by trust company of another company by pur chase of shares.

30. creation, transfer, mortgage, assignment, Act of the Legislature, and a judgment, decree, order, direc tion and appointment of any court, judge or other constituted authority.

(2) On and from the assent of the Lieutenant Governor in Council, as provided in subsection (1) of

section 87, to the purchase and sale, or to the amalgamation, all trusts of every kind and description, including incomplete or inchoate trusts, and every duty assumed by or binding upon either of the companies that are parties to the pur chase and sale, or to the amalgamation, are vested in and bind and may be enforced against the purchasing or new or continuing company as fully and effectually as if it had been originally named as the fiduciary in the instru ment.

(3) Whenever in any instrument any estate, money or other property, or any interest, possibility or right is in tended at the time or times of the publishing, making or signing of the instrument to be thereafter vested in or administered or managed by or put in the charge of the selling company or of either of the amalgamated companies as the fiduciary, the name of the new or continuing com pany shall be deemed to be substituted for the name of the old company, and such instrument vests the subject matter therein described in the new or continuing company accord ing to the tenor of, and at the time indicated or intended by, the instrument, and the new or continuing company shall be deemed to stand in the place and stead of the old company.

(4) Where the name of the selling company or of either of the amalgamated companies appears as executor, trustee, guardian, or curator in a will or codicil, the will or codicil shall be read, construed and enforced as if the new or continuing company was so named therein, and it has in respect of the will or codicil, the same status and rights as the selling or amalgamating company.

(5) In all probates, administrations, guardianships, cur atorships or appointments of administrator or guardian ad litem issued or made by any court of Alberta to the selling company or to either of the amalgamated companies, from which at the date of such assent it had not been finally dis charged, the new or continuing company shall ipso facto be substituted therefor. 92.

(1) Without limiting the powers a registered trust company has under

section 81, a registered trust company may, for the purpose of acquiring the assets of any company in Canada pursuant to

section 81, purchase not less than sixty-seven per cent of the outstanding shares of any such company, subject to the following: 1. No such purchase shall be made unless authorized by the Lieutenant Governor in Council.

31 2. The Lieutenant Governor in Council may authorize such purchase on the report of the Registrar, supported by evidence that (

i) an offer to purchase has been accepted by the holders of at least sixty-seven per cent of the outstanding shares of such company, the evi dence of acceptance being in the form of writ ten agreements or in the form of a resolution signed by or on behalf of the shareholders voting therefor, in person or by proxy, at a meeting of shareholders duly called to con sider the offer, or being partly in one form and partly in the other, and (ii) the purchase has been approved by at least a three-fourths vote of such shares as are repre sented in person or by proxy at a meeting of the shareholders duly called to consider the purchase and representing at least fifty per cent of the issued capital stock of the pur chasing company. 3.

The power to purchase shares under this subsec tion is in addition to the powers that a registered trust company has under

section 120, and the limi tations and conditions contained in

section 124 do not apply to any such purchase of shares. 4.

Where a company has purchased shares under this section, it shall, in accordance with the pro visions of sections 81 to 89, acquire the assets and assume the duties, obligations and liabilities of the other company within a period of two years after the purchase has been authorized by the Lieutenant Governor in Council, but on being satisfied that the circumstances so warrant the Lieutenant Governor in Council may extend that period from time to time, and after the expiration of that period and of any extension thereof, the said shares shall not be allowed as assets of the purchasing company in the annual report prepared by the Registrar for the Minister and the Registrar may direct the com pany to sell or otherwise absolutely dispose of the shares.

(2) The consideration for the shares acquired under the authority of this

section may be cash or shares in the capital stock of the purchasing company or in

part cash and in part shares of such purchasing company or such other consideration as may be agreed upon.

(3) Nothing in this

section shall be construed as auth orizing a company to purchase or acquire its own shares.

(4) Any provisions in any Act of incorporation or in any letters patent or memorandum of association by which a purchasing company was incorporated, or in any statute or law, granting any shareholders or other persons a prim ary right to an allotment of shares, do not apply to the issue of any shares by the purchasing company for the purposes of subsection (2).

93. Registrar of Trust Companies. 94. Trust Companies Register. 93. Duties of Registrar. 96. Annual report by Registrar.

PART II REGISTRATION OF TRUST COMPANIES 1. Registrar 93.

(1) There shall be a Registrar of Trust Companies who shall be appointed pursuant to The Public Service Act.

(2) The Registrar shall perform such duties as are assigned to hinl by this Act or as may be assigned to him by the Lieutenant Governor in Council or the Minister.

(3) The IVlinister may, by order, delegate to the Regis trar such of the duties and powers of the Minister under this Act as to the Minister seems fit. ( 4) The Registrar shall have a seal of office, which shall bear upon its face the words "Registrar of Trust Companies" . 94. The Registrar shall keep a register to be called the "Trust Companies Register", wherein shall be entered the names of such companies as are from time to time entitled to registry. 95.

(1) The duty of determining, distinguishing and registering the companies that under this Act are required to be registered and are entitled to registry, and of granting registry accordingly, shall devolve upon the Registrar sub ject to appeal as provided in

section 109.

(2) For the purposes of his duties the Registrar may require to be made, or may take and receive affidavits or depositions and may examine witnesses upon oath.

(3) The evidence and proceedings in any matter before the Registrar may be reported by a stenographer who has taken an oath before the Registrar faithfully to report the same. 96. ( 1) The Registrar shall prepare for the Minister from statements filed by the companies and from any inspection or inquiries made, an annual report, showing particulars of the business of each company as ascertained from such statements, inspection and inquiries, and the report may be printed and published forthwith after com pletion.

(2) In the report the Registrar shall allow as assets only such of the investments of the several companies as are authorized by this Act or by their Act of incorporation or by the general Acts applicable to such investments.

(3) In the report the Registrar shall make all necessary corrections in the annual statements made by the companies herein provided and is at liberty to increase or diminish the assets or liabilities of the companies to the true and correct amounts thereof as ascertained by him in the ex-

33 97. Examination and audit of books of account. 98. Special audit.

33 amination of their affairs at the head office or any branch thereof or otherwise.

(4) If it appears to the Registrar or if he has any reason to suppose from the statements prepared and delivered to him by the companies or otherwise, that the value placed by any company upon the real estate owned by it or any parcel thereof, is too great, or that the value of any invest ments of the funds of the con1pany or of its trust funds is less than the amount of the value of the investments shown in the books of the company, he may either require the company to secure an appraisement of such real estate or other security by one or more competent valuators or may himself procure such appraisement at the expense of the company and if it is made to appear that the value of such real estate or other security held, is less than the amount at which it is carried on the books of the company, he may write off such real estate, loan and interest, or investment, a sum sufficient to reduce the book value of the same to such amount as may fairly be realizable therefrom, such amount in no case to exceed fhe appraised value, and may insert such reduced amount in the report. 97.

(1) The Registrar or any person authorized under his hand and seal shall, with the approval of the Minister, have, at any time within business hours, access to the books, vouchers, securities and documents of a company, and any officer or person in charge, possession, custody or control of the books, vouchers, securities or documents and refusing or neglecting to afford such access is guilty of an offence, and the company, if registered, is liable to have its registry suspended.

(2) The company, on continued refusal or neglect to afford such access, is liable to have its registry cancelled. 98.

(1) Where a company is three months in default in the delivery of the financial statement required by

section 132 or upon proof that its accounts have been materially and wilfully falsified, or that for eighteen consecutive months there has been no bona fide audit of the books and accounts, or where there is filed with the Registrar a requisition for audit bearing the signatures, addresses and occupations of at least twenty-five shareholders of the company, holding shares upon which not less than ten thousand dollars has been paid in, and alleging to the satisfaction of the Reg istrar specific fraudulent or illegal acts, or repudiation of contracts, or insolvency, and accompanied by a deposit of three hundred dollars or such less sum as the Registrar may fix as security to cover the costs of the audit, the Registrar may nominate a competent accountant who shall under his direction make a special audit of the company's books, accounts and securities, and make to him a written report thereupon verified upon oath.

(2) A special auditor so appointed is sufficiently ac credited if he delivers to the secretary or to any managing

34 99. Appointment of examiner.

34 officer of the company a written statement under the hand and seal of the Registrar to the effect that the Registrar has nominated him to audit the books, accounts and securities of the company.

(3) The expense of a special audit shall be borne by the the company, and the auditor's account therefor when approved in writing by the Registrar is conclusive and shall be payable forthwith.

(4) Where the facts alleged in the requisition appear to the Registrar to have been partly or wholly disproved by the audit, and he deems it just, he may pay the costs of the audit partly or wholly out of the deposit.

(5) The deposit or the balance, if any, remaining after payment of such costs shall be returned to the requisition ing shareholders upon the order of the Registrar.

(6) Where a company, by its officer, employee, servant or agent having in his custody, possession or power the funds, books, vouchers, securities or documents of the corporation, refuses to have the same duly audited as provided by

section 61 or by this

section or by

section 99, or obstructs an auditor or examiner in the performance of his duties, the Registrar, upon proof of the fact, may suspend or cancel the registry of the company.

(7) If the report of the special auditor appears to the Registrar to disclose fraudulent or illegal acts on the part of the company, or a repudiation of its contracts, or its insolvency, he shall notify the company accordingly and furnish it with a copy of the report, allowing not more than two weeks for a statement in reply to be filed with him.

(8) Upon consideration of the report and of the com pany's statement in reply, and of such further evidence, documentary or oral, as he may require, the Registrar shall render hi~ decision in writing, and may thereby con tinue or terminate, or suspend or cancel the registry of the company. 99.

(1) The Minister, of his own motion or upon an application being made to him in writing, may appoint any competent person to make a special examination and audit of the company's books, accounts and securities, and to inquire into the conduct of the business of the company generally.

(2) The application shall be supported by such evidence as the Minister may require for the purpose of showing that there is good reason for requiring the investigation to be made, and that it is not prompted by malicious motives.

(3) The Minister may require security for the payment of the costs of the inquiry to be given before appointing the examiner.

(4) The examiner may summon witnesses and take evidence under oath, and generally, for the purposes of such examination, audit and inquiry, has the powers of a commissioner appointed under The Public Inquiries Act.

35 100. Evidence. 101. Annual inspection of registered companies.

(5) Upon the conclusion of the examination, audit and inquiry the examiner shall make his report in writing to the Minister.

(6) The Lieutenant Governor in Council, upon being satisfied, by the report of the Minister after a special exam ination under this

section of a trust company, that (

a) the company is not bona fide carrying on the busi ness of a trust company, (

b) the company is insolvent, or (

c) the manner in which the company affairs are man aged is irregular or is calculated to jeopardize the interests of persons dealing with the company, may by order cancel the registration of the company under this Act, and thereafter the company shall not again be registered under this Act unless it is approved for regis tration by order of the Lieutenant Governor in Council and then subject to any terms or conditions which Inay be attached to the approval. 100.

(1) A notice published in The Albe1"ta Gazette over the name of the Registrar is, without further proof, ad missible in evidence as prima facie proof of the facts set forth in the notice.

(2) All copies of returns, reports or other official pub lications of the Registrar purporting to be printed by the Queen's Printer, or to be printed by order of the Assembly, are, without further proof, admissible in evidence as proof of such publication and printing and as true copies of the originals.

(3) A certificate under the hand of the Registrar and the Registrar's seal of office, that on a stated day the com pany mentioned therein was or was not registered, or that the registry of any company was granted, or was sus pended, revived or cancelled, on a stated day, is admissible in evidence as prima facie proof of the facts stated in the certificate.

(4) Copies of, or extracts from, any book, record, in strument or document in the office of the Registrar or of or from any official instrument or document issued under this Act shall, if certified by him to be true copies or extracts and sealed with the Registrar's seal of office, be held as authentic and shall be prima facie evidence of the same legal effect as the original. 101.

(1) The Registrar personally shall visit or cause a duly certified member of his staff or some person author ized by the Registrar to visit at least once annually the head office of each registered company, other than a company as to which he adopts the inspection of another government, and he shall inspect and examine the statements of the condition and affairs of each company and make such inquiries as are necessary to ascertain its con dition and ability to provide for the payment of its liabil-

36 ities as and when they become due, and whether or not it has complied with this Act, and the Registrar shall report thereon to the Minister as to all matters requiring his attention and decision.

(2) Where the Registrar deems it necessary and ex pedient to make a further examination into the affairs of a company and so reports to the Minister, the Minister may in his discretion instruct the Registrar to visit or cause any duly qualified member of his staff or some person authorized by the Registrar to visit any branch office or offices of the company to inspect and examine into its af fairs and to make such further inquiries as the Minister may require.

(3) For the purpose of an examination, the company shall prepare and submit to the Registrar such statements with respect to its business, finances or other affairs, in addition to the statement mentioned in

section 62 as the Registrar may require, and the officers, agents and ser vants of the company shall cause their books to be open for inspection and shall otherwise facilitate such examination so far as it is in their power.

(4) In order to facilitate the examination of the books and records of a company, the company may be required by the Registrar, with the approval of the Minister, to produce the books and records at the head office or chief agency of the company in Alberta, or at such other con venient place as the Registrar may direct.

(5) The Registrar, or any person authorized by the Minister, may examine under oath the officers, agents or servants of the company for the purpose of obtaining any information that he deems necessary for the purpose of the examination.

(6) Where an examination is made under subsection (2) of any branch or other office situated outside of Alberta, the company shall pay the account in connection with the examination upon the certificate of the Registrar approved by the Minister.

(7) If, as the result of the examination, the Registrar is of the opinion that the assets of the company are in sufficient to justify its continuance in business, he shall make a special report to the Minister on the condition of the company.

(8) If the Minister, after a reasonable time has been given to the company to be heard by him, and upon such further inquiry and investigation as he sees fit to make, reports to the Lieutenant Governor in Council that he agrees with the opinion of the Registrar, the Lieutenant Governor in Council may, if he also concurs in the opinion, suspend or cancel the registry of the company, and the company shall thereupon cease to transact further business; but the Minister may, during such suspension or cancel lation, issue such conditional registry as he may deem necessary for the protection of the pUblic.

37 102. Applications for initial registry. 103. Power of attorney.

(9) If the Minister deems it advisable, the conditional registry may provide that the company shall, during the continuance of the conditional registry, arrange for the sale of its assets and for the transfer of its liabilities.

(10) If upon the expiration of the conditional registry no arrangement satisfactory to the Minister has been made for such sale and transfer, and if in the opinion of the Minister the company's condition is not then such as to warrant the restoration of the company's registry, the registration shall be cancelled. 2. Registration 102.

(1) Applications for registry shall be made ac cording to a form to be supplied by the Registrar, and the applicant shall deliver to the Registrar the application duly completed, together with such information, material and evidence as the form requires.

(2) The applicant shall, if required, furnish such further information, material and evidence, and give such public notice of the application as the Registrar may direct.

(3) The applicant shall file with the application a state ment in such form as may be required by the Registrar of the financial condition and affairs of the company on the thirty-first day of December next preceding or on the last day of the fiscal year of the company, if the last day is not more than twelve months before the filing of the statement, and the statement shall be signed and verified as prescribed by

section 62. 103.

(1) Where a company applying for registry has its head office elsewhere than in Alberta the application shall be accompanied by a power of attorney from the company to an agent or agents resident in Alberta.

(2) The power of a ttorney shall be under the seal of the company, and shall be signed by the president and secretary or other proper officers thereof in the presence of a witness who shall make oath as to the due execution thereof.

(3) The official positions in the company held by the officers signing the power of attorney shall be verified by the oath of any person cognizant of the facts.

(4) The power of attorney shall declare at what place in Alberta the chief agency of the company is, or is to be established, and shall expressly authorize the agent or agents to receive service of process in all actions and proceedings against the company in Alberta for any liability incurred by the company therein, and also to receive from the Reg istrar all notices that the law requires to be given, or that it is thought advisable to give, and shall declare that service of process for or in respect of such liability on any of the agents and receipt of the notices at the chief agency

38 104. Recording registry en tries on register. 105. Restrictions upon use of names.

38 or personally by any of the agents shall be legal and binding on the company.

(5) The power of attorney and the affidavit of execu tion shall be filed with the Registrar.

(6) The power of attorney may confer upon the agent or agents any further or other powers that the company may deem advisable.

(7) The production of a copy of the power of attorney certified by the Registrar is sufficient proof for all pur poses of the power and authority of the person or persons therein named to act on behalf of the company in the man ner and for the purposes set forth in the certified copy.

(8) Whenever the company changes any of its agents or the chief agency in Alberta, it shall file with the Regis trar a similar power of attorney, stating the change or changes and containing a similar declaration as to service of process and notices.

(9) After the power of attorney is filed, any process in any action or proceeding against the company for a liabil ity incurred in Alberta may be validly served on the com pany at its chief agency; but nothing in this

section renders invalid service in any other mode in which a com pany may be lawfully served.

(10) This

section applies notwithstanding any special or other legislation of Alberta affecting any registered com pany. 104.

(1) The Registrar shall cause to be entered on the proper register the name of every company entitled to registry, together with the date of the commencement of the registry.

(2) The Registrar shall also cause to be entered on the register the place where the head office and the chief agency, if any, are situate, and if there is a chief agency the name and address of the chief agent, and of the agent or agents appointed under

section 103.

(3) If the registry is suspended, revived, revoked or cancelled, the date of and authority for such suspension, revivor, revocation or cancellation shall also be entered. ( 4) The Registrar shall issue under his hand and seal of office to every registered company a certificate of registry, setting forth that the company is entitled to registry as a trust company under this Act, and that the company is accordingly registered. 105.

(1) No company shall be registered under a name identical with that under which any other existing company is registered, or under any other name likely, in the opinion of the Registrar, to deceive, mislead or confuse the public as to its identity.

(2) No registered company shall be registered under a

39 106. Admissibility to registry. 107. Suspension or cancellation of registry.

39 new or different name except upon proof that the new or different name is authorized by law.

(3) Where a provincial company desires to adopt a name different from that by which it was incorporated, or where, in the opinion of the Registrar, the name by which the company was incorporated may be confused with that of another existing company, the Lieutenant Governor in Council may change the name of the company to some other name to be stated in the order in council.

(4) No change of name affects the rights or obligations of the company.

(5) The location of the head office of a company may be changed in like manner.

(6) Such public notice shall be given of any change of name or head office, and of any application for such change, in The Alberta Gazette and otherwise as the Registrar may direct. 100.

(1) Trust companies incorporated otherwise than by or under the laws of the Province whose powers do not include that of buying and selling land as beneficial owner except as authorized by this Act and do not exceed the powers that are conferred upon provincial companies under this Act, may, upon due application, be admissible to registry.

(2) A trust company incorporated otherwise than by or under the laws of this Province whose powers exceed those of a provincial company with respect to the buy ing and selling of land as beneficial owner or whose powers otherwise exceed the powers that are conferred upon trust companies under this Act may, upon due application and with the approval of the Minister, be admitted to registry on such terms and conditions as he n1ay prescribe.

(3) A trust company that invests in or purchases mort gages, charges or hypothecs on real estate or that lends money on the security of real estate shall not be registered un'less at least ninety-five per cent of those investments, purchases or loans are first mortgages, charges or hy pothecs or are secured thereby. 107.

(1) Upon proof that registry or a certificate of registry has been obtained by fraud or mistake, or that a company exists for an illegal purpose, or is insolvent, or has failed to pay its obligations, or has wilfully, and after notice from the Registrar, contravened any of the pro visions of this Act or of the Act or instrument incorporat ing the company, or of any law in force in Alberta, or has ceased to exist, the registry of the company may be suspended or cancelled by the Registrar.

(2) On the suspension or cancellation of the registry of any existing company the Registrar shall cause notice in writing thereof to be delivered to the company.

40 108. Decision 9f Registrar to be in writing and to be delivered to company. 109. Hearing and review.

(3) Where the company has ceased to exist, the notice shall be published in The Alberta Gazette.

(4) After such suspension or cancellation, the company shall, unless again registered, cease to transact or undertake business in Alberta, except so far as is necessary for the winding up of its business; but any liability incurred by the company may be enforced against it as if such suspen sion, or cancellation had not taken place. 108. Where in any disputed case the Registrar decides that a company is or is not legally entitled to registry, or where he suspends, revives or cancels the registry of a company, his decision, except as otherwise provided, shall be given in writing, and he shall cause a copy thereof certified under his seal of office to be delivered to the company. 109.

(1) Any company whose registration or right to registration is affected by any decision of the Registrar may, by notice in writing served upon the Registrar within thirty days after the delivery of the copy of the decision under

section 108, request a hearing and review of the Inatter by the Registrar.

(2) Where a hearing and review is requested, the Reg istrar shall send a notice in writing to the company notify ing it of the time and place of the hearing.

(3) Upon a review the Registrar may hear such evi dence as may be submitted to him and that in his opinion is relevant to the matter in dispute, but he is not bound by any law respecting the admissibility of evidence, and all oral evidence submitted shall be taken down in writing and together with such documentary evidence and things as are received in evidence by the Registrar shall form the record.

(4) Upon a review the Registrar may confirm or revoke his former decision or may make alterations therein or additions thereto as he may deem proper.

(5) Notice of his decision made upon a review shall be delivered forthwith to the company that requested the review. ( 6) Where the Registrar has reviewed a decision and given his decision upon the review, the company that r& quested the review may appeal therefrom to a judge of the Supreme ,Court of Alberta.

(7) Every appeal shall be by originating notice served upon the Registrar within thirty· days after the delivery of the decision under subsection (5).

(8) The Registrar shall certify to the Clerk of the Su preme Court, (

a) the decision that has been reviewed by the Reg istrar, (

b) the decision of the Registrar upon the review, to gether with any statement of reasons therefor,

41 110. Oancellation of registry. III. Company not to be registered. 112. Minister may direct amendment of by-laws. 113. Furnishing evidence. 114. Capital required before registration. liS. Representations that standing of company is vouched for by Registrar.

41 (

c) the record of the review, and (

d) all written submissions to the Registrar and other material that in the opinion of the Registrar are relevant to the appeal.

(9) The Attorney General may designate counsel to assist the judge upon the hearing of any appeal taken under this section.

(10) Where an appeal is taken under this section, the judge may by his order direct the Registrar to make such decision as the Registrar is authorized to do under this Act and as the judge deems proper and thereupon the Registrar shall act accordingly.

(11) The order of the judge is final and there shall be no appeal therefrom, but notwithstanding the order the Registrar shall have power to make any further decision upon new material or where there is a material change in the circumstances, and every such further decision is subject to this section. 110. The Registrar may at the request of the company evidenced as he may direct, cancel its registry. 111.

A company not registered under The Trust Com panies Act on the commencement of this Act shall not be granted registry if the stock or shares of the company consist of or include terminating stock or shares. 112. If on receiving an application for registry the Registrar finds in the by-laws or articles of association of the applicant anything repugnant to this Act or to the law of Alberta, he may direct an amendment of the by-laws or articles of association, and, upon their being amended as directed and returned certified as having been so amended, the application may be proceeded with. 113.

(1) Every company doing business in Alberta, if required to do so by the Registrar, shall furnish satis factory evidence that any by-law has been duly passed, and is a legal and valid by-law according to the Act or instrument incorporating the company and also that the by-law conforms to the law of Alberta.

(2) A company refusing or failing to furnish such evidence promptly is liable to have its registry suspended or cancelled. 114. No company shall be registered to transact busi ness in Alberta that has not an unimpaired paid-Up capital and surplus of at least two hundred and fifty thousand dollars. 11'5.

(1) No company shall, under the penalty of be coming disentitled to registry or of having its registry suspended or cancelled, make, print, publish, circulate, authorize or be a party or privy to the making, printing,

42 116. Unregistered company. 117. Use of certain words in name of company while un registered. 118. Contracts.

42 publishing or circulating of any statement or representation that its solvency or financial standing is vouched for by the Registrar or that the publication of its statement in his report is a warranty or representation of the solvency of the company, or of the truth or accuracy of the statement in any particular.

(2) Any director, auditor, officer, servant, employee or agent of a company who makes or uses or authorizes or is party or privy to the making or using of any such statement or representation is guilty of an offence. 3. Unregistered Co,mpanies 116.

(1) No incorporated body or person acting in its behalf, other than a registered company and a person duly authorized by it to act in its behalf, shall undertake or transact in Alberta the business of a trust company.

(2) Any setting up or exhibiting of a sign or inscription containing the name of the company, or any distribution or publication of any proposal, circular, card, advertise ment, printed form or like document in the name of the company, or any written or oral solicitation on the com pany's behalf, shall, both as to the company and as to the person acting or purporting to act on its behalf, be deemed undertaking the business of the company within the mean ing of this section.

(3) Any promoter, organizer, manager, director, officer, collector, agent, employee, or person who undertakes or transacts any business of a company that is not registered under this Act is guilty of an offence. 117.

Any person, partnership, organization, society, association, company or corporation, not being a company registered under this Act or under The Alberta Insurance Act, or not being a SUbsisting company incorporated by special Act of the Province, assuming or using in Alberta a name that includes any of the words "Trust", "Trusts", or "Guarantee" in combination or connection with any of the words "Corporation", "Company", "Association" or "Soci ety", or "Limited", or "Incorporated" or any abbreviations thereof, or in combination or connection with any similar collective term or assuming or using in Alberta any similar collective term or assuming or using in Alberta any similar name, or any name or combination of names that is likely to deceive or mislead the public is guilty of an offence, and any person acting on behalf of such person, partnership, organization, society, association, company or corporation is also guilty of an offence. 118.

(1) In this section, "contract" means any contract, agreement, undertaking or promise, (

a) to pay to or for the contract holder any money or money's worth, (

b) to sell, supply or procure any building or site or land or to bring about the purchase and sale or supply thereof, or

43 119. Illegal contract. 120. Investments by trust companies.

43 (

c) to construct or procure the construction of any house or building, made upon any consideration that includes an entrance or membership fee, or expense contribution, initial, renewal, periodical or recurrent, or that includes any periodical or recurrent contribution to a fund, or account, or source for, or intended or alleged to be for, the carrying out of such contract, and includes any contract, agreement, under taking or promise, the benefit of which to the contract holder paying any such consideration is to be wholly or partly postponed or deferred until other contract holders have been provided for, or is to depend upon the number or the persistence of the other contract holders, or upon the accession of new contract holders, or upon the order or sequence of the contract, but does not include an in vestment contract, within the meaning of The Investment Contracts Act, entered into by a person licensed under that Act.

(2) Any person, partnership, organization, society, asso ciation, company or corporation, not being a company reg istered under this Act or under The Alberta Insurance Act, undertaking or effecting, or offering to undertake or effect, any contract is guilty of an offence, and any person acting on behalf of such person, partnership, organization, society, association, company or corporation, is also guilty of an offence, and the convicting justice, in addition to imposing the prescribed penalty, may at the time of con viction or thereafter make such order for the restitution of the money that was unlawfully taken as to him seems just, and in default of compliance with such order the offender is liable to imprisonment for a term of not more than twelve months. 119.

Where in any case arising under

section 116, 117 or 118 it is found by the justice that the person, partner ship, organization, society, company or corporation charged or his or its agent is exhibiting or using any sign, inscrip tion or name, or distributing, using or publishing any document, including any proposal, circular, card, adver tisement, notice, application, contract or printed form that, in the opinion of the justice, induces, or tends to induce, a violation of any such section, or is likely to deceive or mislead the public either as to the party or the status of the party undertaking the contract, or as to the nature, terms or effect of the contract, the justice may summarily order the discontinuance of the sign, inscription, name or document, and non-compliance with such order is an offence. 4.

Investments 120.

(1) A registered trust company may invest its own funds and any moneys received as deposits or for guaranteed investment in any of the securities mentioned in

section 122, if at all times at least fifty per cent of moneys received as deposits in the manner authorized by

44 121. National Housing Act investments.

44 subsection (1) of

section 66 or for guaranteed investment in the manner authorized by subsection (1) of

section 68, are invested in or loaned upon such securities only as are authorized by The Trustee Act or by clauses (

a) and (

b) of subsection (2) of

section 121.

(2) The total book value of the investments of a regis tered trust company in real estate for the production of income shall not exceed, in the case of its own funds, five per cent of the book value of the funds, and, in the case of moneys received for guaranteed investment or as deposits, five per cent of the moneys held by the company for that purpose or twenty-five per cent of the company's unim paired paid up capital and reserve, but the amount invested in anyone parcel of such real estate by a company shall not exceed one half of one per cent of the aggregate of the book value of its funds and of the moneys held by it for guaranteed investment or as deposits.

(3) Subject to the condition set out in subsection (1), a registered trust company may lend its own funds and moneys received as deposits, or for guaranteed investment, on the security of, (

a) any of the securities mentioned in clauses (a), (

b) and (

c) of

section 122, or on improved real estate or leaseholds, or on guaranteed investment certificates of a trust company, or (

b) the bonds, debentures, notes, stocks or other secur ities of any company or bank, other than those mentioned in clause (

c) of

section 122, if (

i) the market value of the securities on which the loan is made will at all times exceed the amount of the loan by at least twenty per cent of the market value, and (ii) the amount loaned on the security of the stocks of any such company or bank will not at any time exceed ten per cent of the market value of the total outstanding stocks of such com pany or bank.

(4) Where a provincial company is an approved corpora tion for trustee investments under The T1'ustee Act, it may invest any of its paid-up capital in excess of the paid-up capital required for an approved corporation under The Trustee Act in such investments not authorized by this Act as may be approved by general or particular order of the Lieutenant Governor in Council, if the reserve fund and the paid-up capital required by The Trustee Act will not be prejudicially affected by that investment of the paid-up excess capital. 1211.

(1) In this section, (

a) the expressions, "approved lender", "approved loan" and "insured loan" have the meanings given them by the National Housing Act, 1954 (Canada), and (

b) the expression "Corporation" means the Central

45 122. Investments.

45 Mortgage and Housing Corporation under the Central Mortgage and Housing Corporation Act (Canada) .

(2) Notwithstanding any restrictions on its power to in vest its own funds, and montys received as deposits or for guaranteed investment under sections 66 and 68, elsewhere contained in this Act, a registered trust company may (

a) if it is an approved lender, make approved loans on the security of a first mortgage in favour of the lender in accordance with the National Housing Act (Canada) or the National Housing Act, 1954 (Canada), or any amendments thereto, (

b) purchase from the Corporation any· obligation to the Corporation that is secured by a first mortgage and is insured by the Corporation, (

c) sell or purchase insured loans together with the security taken in respect thereof, (

d) pledge with the Corporation or an approved lender an insured loan to secure the repayment of money borrowed, and borrow money from the Corporation or an approved lender on the security of an in sured loan, and (

e) upon such terms and conditions as are agreed upon by the Corporation and registered trust company, act as agent for the Corporation in the making or administration of loans that the Corporation is authorized to make.

(3) In addition to the investments it may make by lend ing on the security of or by purchasing mortgages upon real property pursuant to the National Housing Act (Canada) or the National Housing Act, 1954 (Canada) or any amend ments thereto, a registered trust company may invest its own funds to an aggregate amount not exceeding five per cent thereof and may, notwithstanding the provisions of subsection (1) of

section 120, invest moneys received as deposits or for guaranteed investment under sections 66 and 68 to an aggregate amount not exceeding five per cent of such moneys, in any other classes or types of investments pursuant to the said Acts, o

Document details

Collection	Alberta — Bills
Citation	L14 S1 5990
Type	bill
Volume / chapter	L14 S1 5990
Language	en
Format	json
Source	PROVINCIAL
Identifier	737826bc4b289de26bb2c60258019033b77ec179

Source file is stored in the law ingest library (json).